As filed with the Securities and Exchange Commission on June 7, 2012
Registration No. 333-181630
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 8062 | 13-3893191 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
CHS/COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 8062 | 76-0137985 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Rachel A. Seifert
Executive Vice President, Secretary and General Counsel
4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joshua N. Korff
Michael Kim
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer ¨ | |||
Non-accelerated filer ¨ | (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Debt Securities of Community Health Systems, Inc.(3) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
Guarantees of Debt Securities of Community Health Systems, Inc. by certain subsidiaries of Community Health Systems, Inc.(3)(4) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
Preferred Stock, par value $0.01 per share of Community Health Systems, Inc.(3) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
Depositary Shares of Community Health Systems, Inc.(3)(5) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
Common Stock, par value $0.01 per share of Community Health Systems, Inc.(3) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
Securities Warrants of Community Health Systems, Inc.(3) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
Debt Securities of CHS/Community Health Systems, Inc.(3) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
Guarantees of Debt Securities of CHS/Community Health Systems, Inc. by Community Health Systems, Inc. and certain subsidiaries of Community Health Systems, Inc.(3)(4) | (1)(2) | (1)(2) | (1)(2) | (1)(2) | ||||
| ||||||||
|
(1) | We will determine the proposed maximum offering price per unit from time to time in connection with issuances of securities registered under this registration statement. |
(2) | An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at unspecified prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all the registration fee. |
(3) | An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. Includes an indeterminate amount of our securities as may be issued upon conversion of or exchange for, as the case may be, any other securities registered under this registration statement. |
(4) | No additional consideration will be received for the guarantees and, pursuant to Rule 457(n), no additional fee is required. |
(5) | Each depositary share registered hereunder will be issued under a deposit agreement and will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt. |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
Abilene Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 46-0496920 | ||||||||||
Abilene Merger, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 46-0496918 | ||||||||||
Affinity Health Systems, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3391769 | ||||||||||
Affinity Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3391873 | ||||||||||
Anna Hospital Corporation | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 36-4431843 | ||||||||||
Berwick Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 23-2975836 | ||||||||||
Big Bend Hospital Corporation | TX | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-2717545 | ||||||||||
Big Spring Hospital Corporation | TX | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-2574581 | ||||||||||
Birmingham Holdings II, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-2784086 | ||||||||||
Birmingham Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3320362 | ||||||||||
Bluefield Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-2372042 | ||||||||||
Bluefield Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-2372291 | ||||||||||
Blue Island Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 45-4082512 | ||||||||||
Blue Island Illinois Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 61-1667279 | ||||||||||
Bluffton Health System, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1792272 | ||||||||||
Brownsville Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1557534 | ||||||||||
Brownwood Hospital, L.P. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762521 | ||||||||||
Brownwood Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762523 | ||||||||||
Bullhead City Hospital Corporation | AZ | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 86-0982071 | ||||||||||
Bullhead City Hospital Investment Corporation | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-1577204 | ||||||||||
Carlsbad Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762526 | ||||||||||
Centre Hospital Corporation | AL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-4370931 | ||||||||||
CHHS Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-2189938 | ||||||||||
CHS Kentucky Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-1639057 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
CHS Pennsylvania Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-1639170 | ||||||||||
CHS Virginia Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-1639119 | ||||||||||
CHS Washington Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-3272205 | ||||||||||
Clarksville Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3320418 | ||||||||||
Cleveland Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1587878 | ||||||||||
Cleveland Tennessee Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1281627 | ||||||||||
Clinton Hospital Corporation | PA | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 90-0003715 | ||||||||||
Coatesville Hospital Corporation | PA | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 23-3069798 | ||||||||||
College Station Hospital, L.P. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762360 | ||||||||||
College Station Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762359 | ||||||||||
College Station Merger, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1771861 | ||||||||||
Community GP Corp. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1648466 | ||||||||||
Community Health Investment Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 76-0152801 | ||||||||||
Community LP Corp. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1648206 | ||||||||||
CP Hospital GP, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3904557 | ||||||||||
CPLP, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3904614 | ||||||||||
Crestwood Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1769644 | ||||||||||
Crestwood Hospital, LP, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762369 | ||||||||||
CSMC, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762362 | ||||||||||
CSRA Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-5111915 | ||||||||||
Deaconess Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 47-0890490 | ||||||||||
Deaconess Hospital Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-2401268 | ||||||||||
Deming Hospital Corporation | NM | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 85-0438008 | ||||||||||
Desert Hospital Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-8111921 | ||||||||||
Detar Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1754943 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
DHFW Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-2817294 | ||||||||||
DHSC, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-2871473 | ||||||||||
Dukes Health System, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 52-2379885 | ||||||||||
Dyersburg Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1557536 | ||||||||||
Emporia Hospital Corporation | VA | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 54-1924866 | ||||||||||
Evanston Hospital Corporation | WY | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 83-0327475 | ||||||||||
Fallbrook Hospital Corporation | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 91-1918215 | ||||||||||
Foley Hospital Corporation | AL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1811413 | ||||||||||
Forrest City Arkansas Hospital Company, LLC | AR | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-4217095 | ||||||||||
Forrest City Hospital Corporation | AR | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-4216978 | ||||||||||
Fort Payne Hospital Corporation | AL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-4370870 | ||||||||||
Frankfort Health Partner, Inc. | IN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 35-2009540 | ||||||||||
Franklin Hospital Corporation | VA | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 52-2200240 | ||||||||||
Gadsden Regional Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 63-1102774 | ||||||||||
Galesburg Hospital Corporation | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 37-1485782 | ||||||||||
Granbury Hospital Corporation | TX | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-2682017 | ||||||||||
Granite City Hospital Corporation | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 36-4460625 | ||||||||||
Granite City Illinois Hospital Company, LLC | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 36-4460628 | ||||||||||
Greenville Hospital Corporation | AL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 63-1134649 | ||||||||||
GRMC Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-8112090 | ||||||||||
Hallmark Healthcare Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 63-0817574 | ||||||||||
Hobbs Medco, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1769641 | ||||||||||
Hospital of Barstow, Inc. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 76-0385534 | ||||||||||
Hospital of Fulton, Inc. | KY | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 61-1218106 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
Hospital of Louisa, Inc. | KY | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 61-1238190 | ||||||||||
Hospital of Morristown, Inc. | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1528689 | ||||||||||
Jackson Hospital Corporation (KY) | KY | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 61-1285331 | ||||||||||
Jackson Hospital Corporation (TN) | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1557525 | ||||||||||
Jourdanton Hospital Corporation | TX | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 74-3011840 | ||||||||||
Kay County Hospital Corporation | OK | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-4052833 | ||||||||||
Kay County Oklahoma Hospital Company, LLC | OK | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-4052936 | ||||||||||
Kirksville Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 36-4373298 | ||||||||||
Lakeway Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1564360 | ||||||||||
Lancaster Hospital Corporation | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 57-1010381 | ||||||||||
Las Cruces Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-2905434 | ||||||||||
Lea Regional Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1760149 | ||||||||||
Lexington Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1557533 | ||||||||||
Longview Clinic Operations Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-1470252 | ||||||||||
Longview Medical Center, L.P. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762420 | ||||||||||
Longview Merger, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1769639 | ||||||||||
LRH, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762421 | ||||||||||
Lutheran Health Network of Indiana, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762363 | ||||||||||
Marion Hospital Corporation | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 37-1359605 | ||||||||||
Martin Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1557527 | ||||||||||
Massillon Community Health System LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 55-0799029 | ||||||||||
Massillon Health System LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 34-1840860 | ||||||||||
Massillon Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-0201156 | ||||||||||
McKenzie Tennessee Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1557531 | ||||||||||
McNairy Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1557530 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
MCSA, L.L.C. | AR | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 71-0785071 | ||||||||||
Medical Center of Brownwood, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762425 | ||||||||||
Merger Legacy Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-1344746 | ||||||||||
MMC of Nevada, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 42-1543617 | ||||||||||
Moberly Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 43-1651906 | ||||||||||
MWMC Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-8007512 | ||||||||||
Nanticoke Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-4577346 | ||||||||||
National Healthcare of Leesville, Inc. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 95-4066162 | ||||||||||
National Healthcare of Mt. Vernon, Inc. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 58-1622971 | ||||||||||
National Healthcare of Newport, Inc. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 71-0616802 | ||||||||||
Navarro Hospital, L.P. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762428 | ||||||||||
Navarro Regional, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762429 | ||||||||||
NC-DSH, LLC | NV | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 88-0305790 | ||||||||||
Northampton Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 52-2325498 | ||||||||||
Northwest Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762430 | ||||||||||
NOV Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-8112009 | ||||||||||
NRH, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762431 | ||||||||||
Oak Hill Hospital Corporation | WV | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-0003893 | ||||||||||
Oro Valley Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 52-2379881 | ||||||||||
Palmer-Wasilla Health System, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762371 | ||||||||||
Payson Hospital Corporation | AZ | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 86-0874009 | ||||||||||
Peckville Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 45-2672049 | ||||||||||
Pennsylvania Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 06-1694707 | ||||||||||
Phillips Hospital Corporation | AR | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-2976342 | ||||||||||
Phoenixville Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-1055060 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
Pottstown Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 06-1694708 | ||||||||||
QHG Georgia Holdings II, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-1344786 | ||||||||||
QHG Georgia Holdings, Inc. | GA | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 58-2386459 | ||||||||||
QHG Georgia, LP | GA | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 58-2387537 | ||||||||||
QHG of Bluffton Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1792274 | ||||||||||
QHG of Clinton County, Inc. | IN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 35-2006952 | ||||||||||
QHG of Enterprise, Inc. | AL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 63-1159023 | ||||||||||
QHG of Forrest County, Inc. | MS | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1704095 | ||||||||||
QHG of Fort Wayne Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 35-1946949 | ||||||||||
QHG of Hattiesburg, Inc. | MS | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1704097 | ||||||||||
QHG of Massillon, Inc. | OH | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 31-1472380 | ||||||||||
QHG of South Carolina, Inc. | SC | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1587267 | ||||||||||
QHG of Spartanburg, Inc. | SC | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 57-1040117 | ||||||||||
QHG of Springdale, Inc. | AR | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1755664 | ||||||||||
QHG of Warsaw Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1764509 | ||||||||||
Quorum Health Resources, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1742954 | ||||||||||
Red Bud Hospital Corporation | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 36-4444121 | ||||||||||
Red Bud Illinois Hospital Company, LLC | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 36-4443919 | ||||||||||
Regional Hospital of Longview, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762464 | ||||||||||
River Region Medical Corporation | MS | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1576702 | ||||||||||
Roswell Hospital Corporation | NM | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 74-2870118 | ||||||||||
Ruston Hospital Corporation | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-8066937 | ||||||||||
Ruston Louisiana Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-8066999 | ||||||||||
SACMC, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762472 | ||||||||||
Salem Hospital Corporation | NJ | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 22-3838322 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
San Angelo Community Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762473 | ||||||||||
San Angelo Medical, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1769697 | ||||||||||
San Miguel Hospital Corporation | NM | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 74-2930034 | ||||||||||
Scranton Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-4577223 | ||||||||||
Scranton Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-4564798 | ||||||||||
Scranton Quincy Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 45-2671991 | ||||||||||
Scranton Quincy Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 45-2672023 | ||||||||||
Shelbyville Hospital Corporation | TN | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-2909388 | ||||||||||
Siloam Springs Arkansas Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-3635210 | ||||||||||
Siloam Springs Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-3635188 | ||||||||||
Southern Texas Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1769737 | ||||||||||
Spokane Valley Washington Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-1315140 | ||||||||||
Spokane Washington Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-1315081 | ||||||||||
Tennyson Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3943816 | ||||||||||
Tomball Texas Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 45-2784214 | ||||||||||
Tomball Texas Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 45-2856063 | ||||||||||
Tooele Hospital Corporation | UT | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 87-0619248 | ||||||||||
Triad Healthcare Corporation | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-2816101 | ||||||||||
Triad Holdings III, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 75-2821745 | ||||||||||
Triad Holdings IV, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1766957 | ||||||||||
Triad Holdings V, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 51-0327978 | ||||||||||
Triad Nevada Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-1639289 | ||||||||||
Triad of Alabama, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762412 | ||||||||||
Triad of Oregon, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1761990 | ||||||||||
Triad-ARMC, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 46-0496926 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
Triad-El Dorado, Inc. | AR | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1628508 | ||||||||||
Triad-Navarro Regional Hospital Subsidiary, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1681610 | ||||||||||
Tunkhannock Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-4566015 | ||||||||||
VHC Medical, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1769671 | ||||||||||
Vicksburg Healthcare, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1752111 | ||||||||||
Victoria Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1760818 | ||||||||||
Victoria of Texas, L.P. | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1754940 | ||||||||||
Virginia Hospital Company, LLC | VA | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 02-0691406 | ||||||||||
Warren Ohio Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-3190619 | ||||||||||
Warren Ohio Rehab Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-3190578 | ||||||||||
Watsonville Hospital Corporation | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 91-1894113 | ||||||||||
Waukegan Hospital Corporation | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3978400 | ||||||||||
Waukegan Illinois Hospital Company, LLC | IL | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-3978521 | ||||||||||
Weatherford Hospital Corporation | TX | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-5694260 | ||||||||||
Weatherford Texas Hospital Company, LLC | TX | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-5694301 | ||||||||||
Webb Hospital Corporation | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-0167530 | ||||||||||
Webb Hospital Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 20-0167590 | ||||||||||
Wesley Health System, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 52-2050792 | ||||||||||
West Grove Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 25-1892279 | ||||||||||
WHMC, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762551 | ||||||||||
Wilkes-Barre Behavioral Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-3632720 | ||||||||||
Wilkes-Barre Holdings, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-3632542 | ||||||||||
Wilkes-Barre Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 26-3632648 | ||||||||||
Williamston Hospital Corporation | NC | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1749107 | ||||||||||
Women & Children’s Hospital, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762556 |
Exact Name of | Jurisdiction of Incorporation or Formation | Principal | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification No. | ||||||||||
Woodland Heights Medical Center, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762558 | ||||||||||
Woodward Health System, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 62-1762418 | ||||||||||
Youngstown Ohio Hospital Company, LLC | DE | 4000 Meridian Boulevard Franklin, Tennessee 37067 | 8062 | 27-3074094 |
* | The address, including zip code, and telephone number, including area code, of each of the additional Registrants’ principal executive offices is c/o Community Health Systems, Inc., 4000 Meridian Boulevard Franklin, Tennessee 37067, (615) 465-7000. |
† | The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional Registrants is Rachel A. Seifert, Community Health Systems, Inc., Executive Vice President, Secretary and General Counsel, 4000 Meridian Boulevard, Franklin, Tennessee 37067, (615) 465-7000. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-181630) is being filed solely for the purpose of filing an exhibit that was unintentionally omitted. No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 14, 15 or 17 of Part II of the Registration Statement. This Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of the estimated expenses, to be paid solely by the registrant, of the issuance and distribution of the securities being registered hereby:
Securities and Exchange Commission registration fee | $ | (1 | ) | |
Printing and engraving expenses | (2 | ) | ||
Accounting fees and expenses | (2 | ) | ||
Legal fees and expenses | (2 | ) | ||
Rating agency fees and expenses | (2 | ) | ||
Trustee’s fees and expenses (including counsel’s fees) | (2 | ) | ||
Miscellaneous expenses | (2 | ) | ||
Total | $ | (2 | ) |
(1) | In accordance with Rules 456(b) and 457(r), we are deferring payment of the registration fee. |
(2) | As the amount of securities to be issued, offered and sold pursuant to this registration statement is indeterminate, the actual amount of such fees and expenses cannot be estimated at this time. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement. |
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Item 15. Indemnification of Directors and Officers.
Alabama
Centre Hospital Corporation, Foley Hospital Corporation, Fort Payne Hospital Corporation, Greenville Hospital Corporation and QHG of Enterprise, Inc. are all incorporated under the laws of the State of Alabama.
Section 10-2B-8.50 of the Alabama Business Corporation Act allows corporations to indemnify a director, officer, or employee, or former director, officer, or employee against liability incurred in connection with a proceeding, in which the director, officer or employee is made a party by reason of being or having been a director, officer, or employee if the individual conducted himself or herself in good faith and reasonably believed that the conduct was in the best interests of the corporation or at least not opposed to its best interests; and in the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.
The bylaws of each of Centre Hospital Corporation, Foley Hospital Corporation, Fort Payne Hospital Corporation, Greenville Hospital Corporation and QHG of Enterprise, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Alabama Business Corporation Act.
Arizona
Bullhead City Hospital Corporation and Payson Hospital Corporation are incorporated under the laws of the State of Arizona.
Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if all of the following conditions exist: (a) the individual’s conduct was in good faith; (b) the individual reasonably believed in the case of conduct in an official capacity with the corporation, that the conduct was in its best interests and in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-202, subsection B, paragraph 2 of the Arizona Revised Statutes. The termination of a proceeding by judgment, order, settlement or conviction or on a plea of no contest or its equivalent is not of itself determinative that the director did not meet the standard of conduct described in this section. Under Arizona Revised Statutes, a corporation may not indemnify a director under this section either: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (b) in connection with any other proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
The bylaws of each of Bullhead City Hospital Corporation and Payson Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Arizona Revised Statutes.
Arkansas
Forrest City Arkansas Hospital Company, LLC, Forrest City Hospital Corporation, MCSA, L.L.C., Phillips Hospital Corporation, QHG of Springdale, Inc. and Triad-El Dorado, Inc. are all incorporated or organized under the laws of the State of Arkansas.
Section 4-32-404 of Arkansas’ Small Business Entity Tax Pass Through Act provides that a limited liability company’s operating agreement may: (a) eliminate or limit the personal liability of a member or manager for
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monetary damages for breach of any duty provided for in Section 4-32-402 and (b) provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
Section 4-27-850 of the Arkansas 1987 Business Corporation Act allows a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
The Limited Liability Company Agreements of each of Forrest City Arkansas Hospital Company, LLC and MCSA, L.L.C. provide, to the fullest extent authorized by Arkansas’ Small Business Entity Tax Pass Through Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.
The bylaws of each of Forrest City Hospital Corporation, Phillips Hospital Corporation, QHG of Springdale, Inc. and Triad-El Dorado, Inc. provide for the indemnification of all current and former directors and officers to the fullest extent permitted by the Arkansas 1987 Business Corporation Act.
Delaware
CHS/Community Health Systems, Inc., Community Health Systems, Inc., Abilene Hospital, LLC, Abilene Merger, LLC, Affinity Health Systems, LLC, Affinity Hospital, LLC, Berwick Hospital Company, LLC, Birmingham Holdings, LLC, Birmingham Holdings II, LLC, Bluefield Holdings, LLC, Bluefield Hospital Company, LLC, Blue Island Hospital Company, LLC, Blue Island Illinois Holdings, LLC, Bluffton Health System, LLC, Brownwood Hospital, L.P., Brownwood Medical Center, LLC, Bullhead City Hospital Investment Corporation, Carlsbad Medical Center, LLC, CHHS Holdings, LLC, CHS Kentucky Holdings, LLC, CHS Pennsylvania Holdings, LLC, CHS Virginia Holdings, LLC, CHS Washington Holdings, LLC, Clarksville Holdings, LLC, Cleveland Tennessee Hospital Company, LLC, College Station Hospital, L.P., College Station Medical Center, LLC, College Station Merger, LLC, Community GP Corp., Community Health Investment Company, LLC, Community LP Corp., CP Hospital GP, LLC, CPLP, LLC, Crestwood Hospital, LLC, Crestwood Hospital, LP, LLC, CSMC, LLC, CSRA Holdings, LLC, Deaconess Holdings, LLC, Deaconess Hospital Holdings, LLC, Desert Hospital Holdings, LLC, Detar Hospital, LLC, DHFW Holdings, LLC, DHSC, LLC, Dukes Health System, LLC, Fallbrook Hospital Corporation, Gadsden Regional Medical Center, LLC, GRMC Holdings, LLC, Hallmark Healthcare Company, LLC, Hobbs Medco, LLC, Hospital of Barstow, Inc., Kirksville Hospital Company, LLC, Lancaster Hospital Corporation, Las Cruces Medical Center, LLC, Lea Regional Hospital, LLC, Longview Clinic Operations Company, LLC, Longview Medical Center, L.P., Longview Merger, LLC, LRH, LLC, Lutheran Health Network of Indiana, LLC, Massillon Community Health System LLC, Massillon Health System LLC, Massillon Holdings, LLC, McKenzie Tennessee Hospital Company, LLC, Medical Center of Brownwood, LLC, Merger Legacy Holdings, LLC, MMC of Nevada, LLC, Moberly Hospital Company, LLC, MWMC Holdings, LLC, Nanticoke Hospital Company, LLC, National Healthcare of Leesville, Inc., National Healthcare of Mt. Vernon, Inc., National Healthcare of Newport, Inc.,
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Navarro Hospital, L.P., Navarro Regional, LLC, Northampton Hospital Company, LLC, Northwest Hospital, LLC, NOV Holdings, LLC, NRH, LLC, Oro Valley Hospital, LLC, Palmer-Wasilla Health System, LLC, Peckville Hospital Company, LLC, Pennsylvania Hospital Company, LLC, Phoenixville Hospital Company, LLC, Pottstown Hospital Company, LLC, QHG Georgia Holdings II, LLC, QHG of Bluffton Company, LLC, QHG of Fort Wayne Company, LLC, QHG of Warsaw Company, LLC, Quorum Health Resources, LLC, Regional Hospital of Longview, LLC, Ruston Hospital Corporation, Ruston Louisiana Hospital Company, LLC, SACMC, LLC, San Angelo Community Medical Center, LLC, San Angelo Medical, LLC, Scranton Holdings, LLC, Scranton Hospital Company, LLC, Scranton Quincy Holdings, LLC, Scranton Quincy Hospital Company, LLC, Siloam Springs Arkansas Hospital Company, LLC, Siloam Springs Holdings, LLC, Southern Texas Medical Center, LLC, Spokane Valley Washington Hospital Company, LLC, Spokane Washington Hospital Company, LLC, Tennyson Holdings, LLC, Tomball Texas Holdings, LLC, Tomball Texas Hospital Company, LLC, Triad Healthcare Corporation, Triad Holdings III, LLC, Triad Holdings IV, LLC, Triad Holdings V, LLC, Triad Nevada Holdings, LLC, Triad of Alabama, LLC, Triad of Oregon, LLC, Triad-ARMC, LLC, Triad-Navarro Regional Hospital Subsidiary, LLC, Tunkhannock Hospital Company, LLC, VHC Medical, LLC, Vicksburg Healthcare, LLC, Victoria Hospital, LLC, Victoria of Texas, L.P., Warren Ohio Hospital Company, LLC, Warren Ohio Rehab Hospital Company, LLC, Watsonville Hospital Corporation, Webb Hospital Corporation, Webb Hospital Holdings, LLC, Wesley Health System, LLC, West Grove Hospital Company, LLC, WHMC, LLC, Wilkes-Barre Behavioral Hospital Company, LLC, Wilkes-Barre Holdings, LLC, Wilkes-Barre Hospital Company, LLC, Women & Children’s Hospital, LLC, Woodland Heights Medical Center, LLC, Woodward Health System, LLC and Youngstown Ohio Hospital Company, LLC are all incorporated or organized under the laws of the State of Delaware.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.
The Limited Liability Company Agreements of each of Abilene Hospital, LLC, Abilene Merger, LLC, Affinity Health Systems, LLC, Affinity Hospital, LLC, Berwick Hospital Company, LLC, Birmingham Holdings, LLC, Birmingham Holdings II, LLC, Bluefield Holdings, LLC, Bluefield Hospital Company, LLC,
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Blue Island Hospital Company, LLC, Blue Island Illinois Holdings, LLC, Bluffton Health System, LLC, Brownwood Medical Center, LLC, Carlsbad Medical Center, LLC, CHHS Holdings, LLC, CHS Kentucky Holdings, LLC, CHS Pennsylvania Holdings, LLC, CHS Virginia Holdings, LLC, CHS Washington Holdings, LLC, Clarksville Holdings, LLC, Cleveland Tennessee Hospital Company, LLC, College Station Medical Center, LLC, College Station Merger, LLC, Community Health Investment Company, LLC, CP Hospital GP, LLC, CPLP, LLC, Crestwood Hospital, LLC, Crestwood Hospital, LP, LLC, CSMC, LLC, CSRA Holdings, LLC, Deaconess Holdings, LLC, Deaconess Hospital Holdings, LLC, Desert Hospital Holdings, LLC, Detar Hospital, LLC, DHFW Holdings, LLC, DHSC, LLC, Dukes Health System, LLC, Gadsden Regional Medical Center, LLC, GRMC Holdings, LLC, Hallmark Healthcare Company, LLC, Hobbs Medco, LLC, Kirksville Hospital Company, LLC, Las Cruces Medical Center, LLC, Lea Regional Hospital, LLC, Longview Clinic Operations Company, LLC, Longview Merger, LLC, LRH, LLC, Lutheran Health Network of Indiana, LLC, Massillon Community Health System LLC, Massillon Health System LLC, Massillon Holdings, LLC, McKenzie Tennessee Hospital Company, LLC, Medical Center of Brownwood, LLC, Merger Legacy Holdings, LLC, MMC of Nevada, LLC, Moberly Hospital Company, LLC, MWMC Holdings, LLC, Nanticoke Hospital Company, LLC, Navarro Regional, LLC, Northampton Hospital Company, LLC, Northwest Hospital LLC, NOV Holdings, LLC, NRH, LLC, Oro Valley Hospital, LLC, Palmer-Wasilla Health System, LLC, Peckville Hospital Company, LLC, Pennsylvania Hospital Company, LLC, Phoenixville Hospital Company, LLC, Pottstown Hospital Company, LLC, QHG Georgia Holdings II, LLC, QHG of Bluffton Company, LLC, QHG of Fort Wayne Company, LLC, QHG of Warsaw Company, LLC, Quorum Health Resources, LLC, Regional Hospital of Longview, LLC, Ruston Louisiana Hospital Company, LLC, SACMC, LLC, San Angelo Community Medical Center, LLC, San Angelo Medical, LLC, Scranton Holdings, LLC, Scranton Hospital Company, LLC, Scranton Quincy Holdings, LLC, Scranton Quincy Hospital Company, LLC, Siloam Springs Arkansas Hospital Company, LLC, Siloam Springs Holdings, LLC, Southern Texas Medical Center, LLC, Spokane Valley Washington Hospital Company, LLC, Spokane Washington Hospital Company, LLC, Tennyson Holdings, LLC, Tomball Texas Holdings, LLC, Tomball Texas Hospital Company, LLC, Triad Holdings III, LLC, Triad Holdings IV, LLC, Triad Holdings V, LLC, Triad Nevada Holdings, LLC, Triad of Alabama, LLC, Triad of Oregon, LLC, Triad-ARMC, LLC, Triad-Navarro Regional Hospital Subsidiary, LLC, Tunkhannock Hospital Company, LLC, VHC Medical, LLC, Vicksburg Healthcare, LLC, Victoria Hospital, LLC, Warren Ohio Hospital Company, LLC, Warren Ohio Rehab Hospital Company, LLC, Webb Hospital Holdings, LLC, Wesley Health System, LLC, West Grove Hospital Company, LLC, WHMC, LLC, Wilkes-Barre Behavioral Hospital Company, LLC, Wilkes-Barre Holdings, LLC, Wilkes-Barre Hospital Company, LLC, Women & Children’s Hospital, LLC, Woodland Heights Medical Center, LLC, Woodward Healthy System, LLC and Youngstown Ohio Hospital Company, LLC provide, to the fullest extent authorized by the Delaware Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the companies.
The Bylaws of CHS/Community Health Systems, Inc., Community Health Systems, Inc., Bullhead City Hospital Investment Corporation, Community GP Corp., Community LP Corp., Fallbrook Hospital Corporation, Hospital of Barstow, Inc., Lancaster Hospital Corporation, National Healthcare of Leesville, Inc., National Healthcare of Mt. Vernon, Inc., National Healthcare of Newport, Inc., Ruston Hospital Corporation, Triad Healthcare Corporation, Watsonville Hospital Corporation, and Webb Hospital Corporation provide for the indemnification of all current and former directors and officers to the fullest extent permitted by the DGCL.
The Certificate of Incorporation of each of CHS/Community Health Systems, Inc., Community Health Systems, Inc., Bullhead City Hospital Investment Corporation, Community GP Corp., Community LP Corp., Fallbrook Hospital Corporation, Hospital of Barstow, Inc., Lancaster Hospital Corporation, National Healthcare of Leesville, Inc., Ruston Hospital Corporation, Triad Healthcare Corporation, Watsonville Hospital Corporation, and Webb Hospital Corporation provides for the indemnification of all directors and officers to the fullest extent permitted by the DGCL.
The Limited Partnership Agreements of each of Brownwood Hospital, L.P., College Station Hospital, L.P., Longview Medical Center, L.P., Navarro Hospital, L.P., and Victoria of Texas, L.P. provide, to the fullest extent
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authorized by the Delaware Revised Uniform Limited Partnership Act, for the indemnification of any partner, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a partner, manager, officer or employee of the companies.
Georgia
QHG Georgia Holdings, Inc. and QHG Georgia, L.P. are incorporated or organized under the laws of the State of Georgia.
Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code provides for the indemnification of officers and directors by the corporation under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director of the corporation. Under the Georgia Business Corporation Code, a corporation may purchase insurance on behalf of an officer or director of the corporation incurred in his or her capacity as an officer or director regardless of whether the person could be indemnified under the Georgia Business Corporation Code.
Section 14-9-108 of the Georgia Revised Uniform Limited Partnership Act provides for the indemnification of partners by the partnership from and against any and all claims and demands whatsoever, except for (1) intentional misconduct or a knowing violation of law; or (2) any transaction for which the Indemnitee received a personal benefit in violation or breach of any provision of the partnership agreement.
The bylaws of QHG Georgia Holdings, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Georgia Business Corporation Code.
The Agreement of Limited Partnership of QHG Georgia, L.P. provides for the indemnification of the general partner to the fullest extent permitted by the Georgia Revised Uniform Limited Partnership Act.
Illinois
Anna Hospital Corporation, Galesburg Hospital Corporation, Granite City Hospital Corporation, Granite City Illinois Hospital Company, LLC, Marion Hospital Corporation, Red Bud Hospital Corporation, Red Bud Illinois Hospital Company, LLC, Waukegan Hospital Corporation and Waukegan Illinois Hospital Company, LLC are incorporated or organized under the laws of the State of Illinois.
Section 15-7 of the Illinois Limited Liability Company Act states that a limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.
Section 8.75 of the Illinois Business Corporation Act of 1983 provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. An Illinois corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification
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is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.
The Limited Liability Company Agreement of each of Granite City Illinois Hospital Company, LLC, Red Bud Illinois Hospital Company, LLC and Waukegan Illinois Hospital Company, LLC, provide, to the fullest extent authorized by the Illinois Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.
The bylaws of each of Anna Hospital Corporation, Galesburg Hospital Corporation, Granite City Hospital Corporation, Marion Hospital Corporation, Red Bud Hospital Corporation and Waukegan Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Illinois Business Corporation Act of 1983.
Indiana
Frankfort Health Partner, Inc. and QHG of Clinton County, Inc. are incorporated under the laws of the State of Indiana.
Under Section 23-1-37-8 of the Indiana Business Corporation Law, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual’s conduct was in good faith; and (2) the individual reasonably believed: (A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and (B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the individual either: (A) had reasonable cause to believe the individual’s conduct was lawful; or (B) had no reasonable cause to believe the individual’s conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).
The bylaws of Frankfort Health Partner, Inc. and QHG of Clinton County, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Indiana Business Corporation Law.
Kentucky
Hospital of Fulton, Inc., Hospital of Louisa, Inc. and Jackson Hospital Corporation (KY) are incorporated under the laws of the State of Kentucky.
Section 271B.8-510 of the Kentucky Business Corporation Act permits a corporation to indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1)(a) he conducted himself in good faith; (b) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b)2 of this section.
The bylaws of each of Hospital of Fulton, Inc., Hospital of Louisa, Inc. and Jackson Hospital Corporation (KY) provide for the indemnification of directors and officers to the fullest extent permitted by the Kentucky Business Corporation Act.
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Mississippi
QHG of Forrest County, Inc., QHG of Hattiesburg, Inc. and River Region Medical Corporation are incorporated under the laws of the State of Mississippi.
Sections 79-4-8.50 through 79-4-8.59 of the Mississippi Business Corporation Act provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, if the person’s conduct was in good faith and reasonably believed: (1) in the case of conduct in the person’s official capacity, that (A) the conduct was in the best interests of the corporation; and (B) in all other cases that the person’s conduct was at least not opposed to the best interests of the corporation; and (2) in the case of any criminal action, the person either (A) had reasonable cause to believe the person’s conduct was lawful; or (B) had no reasonable cause to believe the person’s conduct was unlawful.
The bylaws of each of QHG of Forrest County, Inc., QHG of Hattiesburg, Inc. and River Region Medical Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Mississippi Business Corporation Act.
Nevada
NC-DSH, LLC is organized under the laws of the State of Nevada.
Under Sections 86.411 and 86.412 of Nevada’s Limited Liability Company Act, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the limited liability company, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. To the extent that a manager, member, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein, the company shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense.
If unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, an Indemnitee may be indemnified under Nevada law against both (i) expenses, including attorneys’ fees, and (ii) judgments, fines, and amounts paid in settlement if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the registrant, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the registrant, where the suit is settled, an Indemnitee may be indemnified under Nevada law only against expenses (including attorneys’ fees) actually and reasonably incurred in the defense or settlement of the suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the registrant except that if the
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Indemnitee is adjudged to be liable for a breach of fiduciary duty or misconduct, fraud, or a knowing violation of law in the performance of his or her duty to the registrant, he or she cannot be made whole even for expenses unless a court determines that he or she is fully and reasonably entitled to indemnification for such expenses.
Also under Nevada law, expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the registrant in advance of the final disposition of the suit, action, or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the registrant. The registrant may also advance expenses incurred by other employees and agents of the registrant upon such terms and conditions, if any, that the board of directors of the registrant deems appropriate.
The Operating Agreement of NC-DSH, LLC provides for the indemnification of directors and officers to the fullest extent permitted by the Nevada Limited Liability Company Act.
New Jersey
Salem Hospital Corporation is incorporated under the laws of the State of New Jersey.
Section 14A: 3-5 of the New Jersey Business Corporation Act provides that any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if: (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. Any corporation organized for any purpose under any general or special law of this New Jersey shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation.
The bylaws of Salem Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the New Jersey Business Corporation Act.
New Mexico
Deming Hospital Corporation, Roswell Hospital Corporation and San Miguel Hospital Corporation are incorporated under the laws of the State of New Mexico.
Section 53-11-4.1 of the New Mexico Business Corporation Act permits a corporation to indemnify any person made a part to any proceeding by reason of the fact that the person is or was a director, officer, or employer if the person acted in good faith and reasonably believed the person’s conduct was in the best interests of the corporation or at least not opposed to its best interests; and in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses, actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against such reasonable expenses and shall not be made in respect of any proceeding in which the person shall have been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the person did not meet the requisite standard of conduct set forth in this subsection.
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The bylaws of each of Deming Hospital Corporation, Roswell Hospital Corporation and San Miguel Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the New Mexico Business Corporation Act.
North Carolina
Williamston Hospital Corporation is incorporated under the laws of the State of North Carolina.
Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act permit indemnification of directors and officers in a variety of circumstances which may include liabilities under the Securities Act. In addition, a corporation may purchase insurance under the law of North Carolina on behalf of directors, officers, employees or agents, which may cover liabilities under the Securities Act.
The bylaws of Williamston Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the North Carolina Business Corporation Act.
Ohio
QHG of Massillon, Inc. is incorporated under the laws of the State of Ohio.
Under Section 1701.13(E) of the Ohio General Corporation Law, generally, a corporation may indemnify any current or former director, officer, employee or agent for reasonable expenses incurred in connection with the defense or settlement of any threatened, pending or completed litigation related to the person’s position with the corporation or related to the person’s service (as a director, trustee, officer, employee, member, manager, or agent) to another corporation at the request of the indemnifying corporation, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. If the litigation involved a criminal action or proceeding, the person must also have had no reasonable cause to believe his or her conduct was unlawful. Ohio law requires indemnification for reasonable expenses incurred if the person was successful in the defense of the litigation.
The bylaws of QHG of Massillon, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Ohio General Corporation Law.
Oklahoma
Kay County Hospital Corporation and Kay County Oklahoma Hospital Company, LLC are incorporated or organized under the laws of the State of Oklahoma.
Section 1031 of the Oklahoma General Corporation Act authorizes the indemnification of directors and officers under certain circumstances. The Oklahoma General Corporation Act provides for indemnification of each of the company’s officers and directors against (a) expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by reason of such person being or having been a director, officer, employee or agent of the company, or of any other corporation, partnership, joint venture, trust or other enterprise at the request of the company, other than an action by or in the right of company. To be entitled to indemnification, the individual must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the company, and with respect to any criminal action, the person seeking indemnification had no reasonable cause to believe that the conduct was unlawful and (b) expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of any action or suit by or in the right of the company brought by reason of the person seeking indemnification being or having been a director, officer, employee or agent of the company, or any other corporation, partnership, joint venture, trust or other enterprise at the request of the company, provided the actions were in good faith and were reasonably believed to be in or not
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opposed to the best interest of the company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the individual shall have been adjudged liable to the company, unless and only to the extent that the court in which such action was decided has determined that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.
Section 2003 of the Oklahoma Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement.
The bylaws of Kay County Hospital Corporation provides for the indemnification of directors and officers and to the fullest extent permitted by the Oklahoma General Corporation Law.
The Operating Agreement of Kay County Oklahoma Hospital Company, LLC provides for the indemnification of the member relating to any liability incurred by reason of interest ownership and any act performed or omitted to be performed by members in connection with the business of Kay County Oklahoma Hospital Company, LLC.
Pennsylvania
Clinton Hospital Corporation and Coatesville Hospital Corporation are incorporated under the laws of the State of Pennsylvania.
Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of 1988, as amended, permits, and in some cases requires, the indemnification of officers, directors and employees of the Company. Section 3.1 of our bylaws provides that we shall indemnify any director or officer of the Company who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including actions or suits by or in the right of the Company, its shareholders or otherwise, by reason of the fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the fullest extent permitted by law, including, without limitation, against expenses (including legal fees), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such proceedings unless the act or failure to act giving rise to the claim is finally determined by a court to have constituted willful misconduct or recklessness. Section 3.1 also provides that, if an authorized representative is not entitled to indemnification for a portion of liabilities to which he or she may be subject, the Company will indemnify the person to the maximum extent permitted for the remaining portion of the liabilities.
The bylaws of each of Clinton Hospital Corporation and Coatesville Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Pennsylvania Business Corporation Law of 1988.
South Carolina
QHG of South Carolina, Inc. and QHG of Spartanburg, Inc. are incorporated under the laws of the State of South Carolina.
Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code of Laws of South Carolina as amended, which provides for indemnification of officers and directors of South Carolina corporations in certain instances in connection with legal proceedings involving any such persons because of being or having been an officer or director.
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The bylaws of QHG of South Carolina, Inc. and QHG of Spartanburg, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the 1976 Code of Laws of South Carolina as amended.
Tennessee
Brownsville Hospital Corporation, Cleveland Hospital Corporation, Dyersburg Hospital Corporation, Hospital of Morristown, Inc., Jackson Hospital Corporation (TN), Lakeway Hospital Corporation, Lexington Hospital Corporation, Martin Hospital Corporation, McNairy Hospital Corporation and Shelbyville Hospital Corporation are incorporated under the laws of the State of Tennessee.
Section 48-18-507 of the Tennessee Business Corporation Act permits a corporation to indemnify: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification and is entitled to apply for court-ordered indemnification, in each case to the same extent as a director; (2) the corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
The bylaws of each of each of Brownsville Hospital Corporation, Cleveland Hospital Corporation, Dyersburg Hospital Corporation, Hospital of Morristown, Inc., Jackson Hospital Corporation (TN), Lakeway Hospital Corporation, Lexington Hospital Corporation, Martin Hospital Corporation, McNairy Hospital Corporation and Shelbyville Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Tennessee Business Corporation Act.
Texas
Big Bend Hospital Corporation, Big Spring Hospital Corporation, Granbury Hospital Corporation, Jourdanton Hospital Corporation, Weatherford Hospital Corporation and Weatherford Texas Hospital Company, LLC are incorporated or organized under the laws of the State of Texas.
Section 2.20 of the Texas Limited Liability Company Act permits a limited liability company to indemnify members, managers, officers and other persons and purchase and maintain liability insurance for such persons, subject to such standards, and restrictions, if any, as are set forth in its articles of organization or in its regulation.
Under Article 2.02-1 of the Texas Business Corporation Act, a corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined in accordance with Section F of this article that the person: (1) conducted himself in good faith; (2) reasonably believed: (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation’s best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
The Limited Liability Company Agreement of Weatherford Texas Hospital Company, LLC provides for the indemnification of any member, manager, officer or employee to the fullest extent permitted by the Texas Limited Liability Company Act.
The bylaws of Big Bend Hospital Corporation, Big Spring Hospital Corporation, Granbury Hospital Corporation, Jourdanton Hospital Corporation and Weatherford Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Texas Business Corporation Act.
Utah
Tooele Hospital Corporation is incorporated under the laws of the State of Utah.
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Section 16-10a-902 of the Utah Revised Business Corporation Act (the “Revised Act”) provides that a corporation may indemnify any individual who was, is, or is threatened to be made a named defendant or respondent (a “Party”) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “Proceeding”), because he or she is or was a director of the corporation or, while a director of the corporation, is or was serving at its request as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation or other person or of an employee benefit plan (an “Indemnifiable Director”), against any obligation incurred with respect to a Proceeding, including any judgment, settlement, penalty, fine or reasonable expenses (including attorneys’ fees), incurred in the Proceeding if his or her conduct was in good faith, he or she reasonably believed that his or her conduct was in, or not opposed to, the best interests of the corporation, and, in the case of any criminal Proceeding, had no reasonable cause to believe such conduct was unlawful; provided, however, that pursuant to Subsection 902(4): (i) indemnification under Section 902 in connection with a Proceeding by or in the right of the corporation is limited to payment of reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding and (ii) the corporation may not indemnify an Indemnifiable Director in connection with a Proceeding by or in the right of the corporation in which the Indemnifiable Director was adjudged liable to the corporation, or in connection with any other Proceeding charging that the Indemnifiable Director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which Proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.
Section 16-10a-903 of the Revised Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify an Indemnifiable Director who was successful, on the merits or otherwise, in the defense of any Proceeding, or in the defense of any claim, issue or matter in the Proceeding, to which he or she was a Party because he or she is or was an Indemnifiable Director of the corporation, against reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding or claim with respect to which he or she has been successful.
The Certificate of Incorporation of Tooele Hospital Corporation, provides, to the fullest extent authorized by the Utah Revised Business Corporation Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.
Virginia
Emporia Hospital Corporation, Franklin Hospital Corporation, and Virginia Hospital Company, LLC are incorporated or organized under the laws of State of Virginia.
Section 13.1-1009 of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia, as amended, permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation with a written statement of his or her good faith belief that he or she has met the standard of conduct prescribed by the Code of Virginia and furnishes the corporation with a written undertaking to repay any funds advanced if it is ultimately determined that he or she did not meet the relevant standard of conduct. In addition, a corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or
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officer is adjudged to be liable to the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification against the reasonable expenses incurred by a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer.
The Limited Liability Company Agreement of Virginia Hospital Company, LLC provide, to the fullest extent authorized by the Virginia Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the companies.
The bylaws of each of Emporia Hospital Corporation and Franklin Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Code of Virginia.
West Virginia
Oak Hill Hospital Corporation is incorporated under the laws of the State of West Virginia.
Section 31D-8-851 permits a corporation to indemnify an individual who is a party to a proceeding because he or she is a director or officer against liability incurred in the proceeding if He or she conducted himself or herself in good faith and reasonably believed that his or her conduct was in the best interests of the corporation or at least not opposed to the best interests of the corporation; and in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.
The bylaws of Oak Hill Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the West Virginia Business Corporation Act.
Wyoming
Evanston Hospital Corporation is incorporated under the laws of the State of Wyoming.
Section 17-16-851 of the Wyoming Business Corporation Act permits a corporation to indemnify an individual who is a party to a proceeding because he is a director or officer against liability incurred in the proceeding if he conducted himself in good faith and reasonably believed that his conduct was in or at least not opposed to the corporation’s best interests; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.
The bylaws of Evanston Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Wyoming Business Corporation Act.
Item 16. Exhibits.
See Exhibit Index immediately following the signature pages hereof, which is incorporated herein by reference.
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Item 17. Undertakings.
(a) | Each of the undersigned registrants hereby undertakes: |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
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effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on June 7, 2012.
CHS/COMMUNITY HEALTH SYSTEMS, INC. (Registrant) | ||
By: | /s/ W. Larry Cash | |
W. Larry Cash | ||
Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
* | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | June 7, 2012 | ||
Wayne T. Smith | ||||
/s/ W. Larry Cash | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | June 7, 2012 | ||
W. Larry Cash | ||||
* | Vice President and Chief Accounting Officer (Principal Accounting Officer) | June 7, 2012 | ||
Kevin J. Hammons | ||||
/s/ Rachel A. Seifert | Executive Vice President, Secretary, General Counsel and Director | June 7, 2012 | ||
Rachel A. Seifert |
* By: | /s/ Rachel A. Seifert
| |
Rachel A. Seifert | ||
as attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on June 7, 2012.
COMMUNITY HEALTH SYSTEMS, INC. (Registrant) | ||
By: | /s/ W. Larry Cash | |
W. Larry Cash | ||
Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
* | Chairman of the Board, President and Chief Executive Officer | June 7, 2012 | ||
Wayne T. Smith | ||||
/s/ W. Larry Cash | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | June 7, 2012 | ||
W. Larry Cash | ||||
* | Vice President and Chief Accounting Officer (Principal Accounting Officer) | June 7, 2012 | ||
Kevin J. Hammons | ||||
* | Director | June 7, 2012 | ||
John A. Clerico |
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Name | Title | Date | ||
* | Director | June 7, 2012 | ||
James S. Ely III | ||||
* | Director | June 7, 2012 | ||
William Norris Jennings, M.D. | ||||
* | Director | June 7, 2012 | ||
John A. Fry | ||||
* | Director | June 7, 2012 | ||
H. Mitchell Watson | ||||
* | Director | June 7, 2012 | ||
Julia B. North |
* By: | /s/ Rachel A. Seifert | |
Rachel A. Seifert | ||
as attorney-in-fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on June 7, 2012.
Each of the Registrants Named on Schedule A-1 Hereto | ||
By: | /s/ W. Larry Cash | |
W. Larry Cash | ||
Executive Vice President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
* | President and Director (Principal Executive Officer) | June 7, 2012 | ||
Martin G. Schweinhart | ||||
/s/ W. Larry Cash | Executive Vice President and Director (Principal Financial Officer) | June 7, 2012 | ||
W. Larry Cash | ||||
* | Vice President (Principal Accounting Officer) | June 7, 2012 | ||
Kevin J. Hammons | ||||
/s/ Rachel A. Seifert | Executive Vice President, Secretary and Director | June 7, 2012 | ||
Rachel A. Seifert |
* By: | /s/ Rachel A. Seifert | |
Rachel A. Seifert | ||
as attorney-in-fact |
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Schedule A-1
Registrants
Exact Name of | ||
Affinity Health Systems, LLC | ||
Anna Hospital Corporation | ||
Berwick Hospital Company, LLC | ||
Big Bend Hospital Corporation | ||
Big Spring Hospital Corporation | ||
Birmingham Holdings II, LLC | ||
Blue Island Hospital Company, LLC | ||
Blue Island Illinois Holdings, LLC | ||
Bluefield Holdings, LLC | ||
Bluefield Hospital Company, LLC | ||
Bluffton Health System, LLC | ||
Brownsville Hospital Corporation | ||
Bullhead City Hospital Corporation | ||
Bullhead City Hospital Investment Corporation | ||
Centre Hospital Corporation | ||
CHHS Holdings, LLC | ||
CHS Kentucky Holdings, LLC | ||
CHS Pennsylvania Holdings, LLC | ||
CHS Virginia Holdings, LLC | ||
CHS Washington Holdings, LLC | ||
Cleveland Hospital Corporation | ||
Cleveland Tennessee Hospital Company, LLC | ||
Clinton Hospital Corporation | ||
Coatesville Hospital Corporation | ||
Community GP Corp. | ||
Community Health Investment Company, LLC | ||
Community LP Corp. | ||
CP Hospital GP, LLC | ||
Deming Hospital Corporation | ||
DHFW Holdings, LLC | ||
Dyersburg Hospital Corporation | ||
Emporia Hospital Corporation | ||
Evanston Hospital Corporation | ||
Fallbrook Hospital Corporation | ||
Foley Hospital Corporation | ||
Forrest City Arkansas Hospital Company, LLC | ||
Forrest City Hospital Corporation | ||
Fort Payne Hospital Corporation | ||
Frankfort Health Partner, Inc. | ||
Franklin Hospital Corporation | ||
Galesburg Hospital Corporation | ||
Granbury Hospital Corporation |
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Exact Name of | ||
Granite City Hospital Corporation | ||
Greenville Hospital Corporation | ||
Hallmark Healthcare Company, LLC | ||
Hospital of Barstow, Inc. | ||
Hospital of Fulton, Inc. | ||
Hospital of Louisa, Inc. | ||
Hospital of Morristown, Inc. | ||
Jackson Hospital Corporation (KY) | ||
Jackson Hospital Corporation (TN) | ||
Jourdanton Hospital Corporation | ||
Kay County Hospital Corporation | ||
Kirksville Hospital Company, LLC | ||
Lakeway Hospital Corporation | ||
Lancaster Hospital Corporation | ||
Lexington Hospital Corporation | ||
Longview Clinic Operations Company, LLC | ||
Marion Hospital Corporation | ||
Martin Hospital Corporation | ||
Massillon Community Health System LLC | ||
Massillon Holdings, LLC | ||
McKenzie Tennessee Hospital Company, LLC | ||
McNairy Hospital Corporation | ||
MCSA, L.L.C. | ||
Merger Legacy Holdings, LLC | ||
Moberly Hospital Company, LLC | ||
MWMC Holdings, LLC | ||
Nanticoke Hospital Company, LLC | ||
National Healthcare of Leesville, Inc. | ||
National Healthcare of Mt. Vernon, Inc. | ||
National Healthcare of Newport, Inc. | ||
NC-DSH, LLC | ||
Northampton Hospital Company, LLC | ||
Oak Hill Hospital Corporation | ||
Payson Hospital Corporation | ||
Peckville Hospital Company, LLC | ||
Pennsylvania Hospital Company, LLC | ||
Phillips Hospital Corporation | ||
Phoenixville Hospital Company, LLC | ||
Pottstown Hospital Company, LLC | ||
QHG Georgia Holdings II, LLC | ||
QHG Georgia Holdings, Inc. | ||
QHG of Bluffton Company, LLC | ||
QHG of Clinton County, Inc. | ||
QHG of Enterprise, Inc. | ||
QHG of Forrest County, Inc. | ||
QHG of Fort Wayne Company, LLC | ||
QHG of Hattiesburg, Inc. |
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Exact Name of | ||
QHG of Massillon, Inc. | ||
QHG of South Carolina, Inc. | ||
QHG of Spartanburg, Inc. | ||
QHG of Springdale, Inc. | ||
QHG of Warsaw Company, LLC | ||
Quorum Health Resources, LLC | ||
Red Bud Hospital Corporation | ||
River Region Medical Corporation | ||
Roswell Hospital Corporation | ||
Ruston Hospital Corporation | ||
Salem Hospital Corporation | ||
San Miguel Hospital Corporation | ||
Scranton Holdings, LLC | ||
Scranton Hospital Company, LLC | ||
Scranton Quincy Holdings, LLC | ||
Scranton Quincy Hospital Company, LLC | ||
Shelbyville Hospital Corporation | ||
Siloam Springs Arkansas Hospital Company, LLC | ||
Siloam Springs Holdings, LLC | ||
Spokane Valley Washington Hospital Company, LLC | ||
Spokane Washington Hospital Company, LLC | ||
Tennyson Holdings, LLC | ||
Tomball Texas Holdings, LLC | ||
Tomball Texas Hospital Company, LLC | ||
Tooele Hospital Corporation | ||
Triad Healthcare Corporation | ||
Triad Nevada Holdings, LLC | ||
Triad-El Dorado, Inc. | ||
Tunkhannock Hospital Company, LLC | ||
Virginia Hospital Company, LLC | ||
Warren Ohio Hospital Company, LLC | ||
Warren Ohio Rehab Hospital Company, LLC | ||
Watsonville Hospital Corporation | ||
Waukegan Hospital Corporation | ||
Weatherford Hospital Corporation | ||
Webb Hospital Corporation | ||
Webb Hospital Holdings, LLC | ||
Wesley Health System, LLC | ||
West Grove Hospital Company, LLC | ||
Wilkes-Barre Behavioral Hospital Company, LLC | ||
Wilkes-Barre Holdings, LLC | ||
Wilkes-Barre Hospital Company, LLC | ||
Williamston Hospital Corporation | ||
Youngstown Ohio Hospital Company, LLC |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on June 7, 2012.
Abilene Hospital, LLC
Triad-ARMC, LLC
By: Abilene Merger, LLC
Its: Sole Member
By: Triad Holdings V, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Abilene Merger, LLC
Carlsbad Medical Center, LLC
Desert Hospital Holdings, LLC
Hobbs Medco, LLC
Las Cruces Medical Center, LLC
Palmer-Wasilla Health System, LLC
San Angelo Medical, LLC
WHMC, LLC
Woodland Heights Medical Center, LLC
By: Triad Holdings V, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Affinity Hospital, LLC
By: Affinity Health Systems, LLC
Its: Sole Member
Birmingham Holdings, LLC
College Station Merger, LLC
CPLP, LLC
GRMC Holdings, LLC
Longview Merger, LLC
Lutheran Health Network of Indiana, LLC
MMC of Nevada, LLC
Southern Texas Medical Center, LLC
Triad Holdings IV, LLC
Triad Holdings V, LLC
Triad of Alabama, LLC
Triad of Oregon, LLC
Triad-Navarro Regional Hospital Subsidiary, LLC
By: Tennyson Holdings, LLC
Its: Sole Member
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Brownwood Medical Center, LLC
Medical Center of Brownwood, LLC
By: Southern Texas Medical Center, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Brownwood Hospital, L.P.
By: Brownwood Medical Center, LLC
Its: General Partner
Clarksville Holdings, LLC
Vicksburg Healthcare, LLC
By: River Region Medical Corporation
Its: Sole Member
College Station Hospital, L.P.
By: College Station Medical Center, LLC
Its: General Partner
College Station Medical Center, LLC
CSMC, LLC
By: College Station Merger, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Crestwood Hospital, LLC
VHC Medical, LLC
By: Triad Holdings III, LLC
Its: Sole Member
By: Triad Holdings IV, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Crestwood Hospital, LP, LLC
By: Crestwood Hospital, LLC
Its: Sole Member
By: Triad Holdings III, LLC
Its: Sole Member
By: Triad Holdings IV, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
CSRA Holdings, LLC
By: QHG Georgia Holdings, Inc.
Its: Sole Member
Deaconess Holdings, LLC
Triad Holdings III, LLC
Women & Children’s Hospital, LLC
Woodward Health System, LLC
By: Triad Holdings IV, LLC
Its: Sole Member
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By: Tennyson Holdings, LLC
Its: Sole Member
Deaconess Hospital Holdings, LLC
By: Deaconess Holdings, LLC
Its: Sole Member
By: Triad Holdings IV, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Detar Hospital, LLC
Victoria Hospital, LLC
By: VHC Medical, LLC
Its: Sole Member
By: Triad Holdings III, LLC
Its: Sole Member
By: Triad Holdings IV, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
DHSC, LLC
By: Massillon Community Health System, LLC
Its: Sole Member
Dukes Health System, LLC
By: QHG of Clinton County, Inc.
Its: Sole Member
Gadsen Regional Medical Center, LLC
By: GRMC Holdings, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Granite City Illinois Hospital Company, LLC
By: Granite City Hospital Corporation
Its: Sole Member
Kay County Oklahoma Hospital Company, LLC
By: Kay County Hospital Corporation
Its: Sole Member
Lea Regional Hospital, LLC
By: Hobbs Medco, LLC
Its: Sole Member
By: Triad Holdings V, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
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Longview Medical Center, L.P.
By: Regional Hospital of Longview, LLC
Its: General Partner
LRH, LLC
Regional Hospital of Longview, LLC
By: Longview Merger, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Massillon Health System LLC
By: QHG of Massillon, Inc.
Its: Sole Member
Navarro Hospital, L.P.
By: Navarro Regional, LLC
Its: General Partner
Navarro Regional, LLC
NRH, LLC
By: Triad-Navarro Regional Hospital Subsidiary, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Northwest Hospital, LLC
Oro Valley Hospital, LLC
By: NOV Holdings, LLC
Its: Sole Member
By: Desert Hospital Holdings, LLC
Its: Sole Member
By: Triad Holdings V, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
NOV Holdings, LLC
By: Desert Hospital Holdings, LLC
Its: Sole Member
By: Triad Holdings V, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
QHG Georgia, LP
By: QHG Georgia Holdings, Inc.
Its: General Partner
Red Bud Illinois Hospital Company, LLC
By: Red Bud Hospital Corporation
Its: Sole Member
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Ruston Louisiana Hospital Company, LLC
By: Ruston Hospital Corporation
Its: Sole Member
SACMC, LLC
San Angelo Community Medical Center, LLC
By: San Angelo Medical, LLC
Its: Sole Member
By: Triad Holdings V, LLC
Its: Sole Member
By: Tennyson Holdings, LLC
Its: Sole Member
Victoria of Texas, L.P.
By: Detar Hospital, LLC
Its: General Partner
Waukegan Illinois Hospital Company, LLC
By: Waukegan Hospital Corporation
Its: Sole Member
Weatherford Texas Hospital Company, LLC
By: Weatherford Hospital Corporation
Its: Sole Member
By: /s/ W. Larry Cash
W. Larry Cash
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
* | President and Director (Principal Executive Officer) | June 7, 2012 | ||
Martin G. Schweinhart | ||||
/s/ W. Larry Cash | Executive Vice President and Director (Principal Financial Officer) | June 7, 2012 | ||
W. Larry Cash |
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Name | Title | Date | ||
* | Vice President (Principal Accounting Officer) | June 7, 2012 | ||
Kevin J. Hammons | ||||
/s/ Rachel A. Seifert | Executive Vice President, Secretary and Director | June 7, 2012 | ||
Rachel A. Seifert |
* By: | /s/ Rachel A. Seifert
| |
Rachel A. Seifert | ||
as attorney-in-fact |
II-29
EXHIBIT INDEX
Exhibit | Description | |
1.1* | Form of Underwriting Agreement | |
3.1 | Restated Certificate of Incorporation of Community Health Systems, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to Community Health Systems, Inc.’s Registration Statement on Form S-1/A filed June 8, 2000 (No. 333-31790)) | |
3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Community Health Systems, Inc., dated May 18, 2010 (incorporated by reference to Exhibit 3.2 to Community Health Systems, Inc.’s Current Report on Form 8-K filed May 20, 2010 (No. 001-15925)) | |
3.3 | Amended and Restated Bylaws of Community Health Systems, Inc. (as of February 27, 2008) (incorporated by reference to Exhibit 3(ii).1 to Community Health Systems, Inc.’s Current Report on Form 8-K filed February 29, 2008 (No. 001-15925)) | |
4.1 | Form of Indenture relating to the senior debt securities | |
4.2* | Form of Indenture relating to the subordinated debt securities | |
4.3 | Form of Senior Debt Security (included as Exhibit A to Exhibit 4.1 hereto) | |
4.4* | Form of Subordinated Debt Security | |
4.5* | Form of Certificate of Designation | |
4.6* | Form of Depositary Agreement | |
4.7* | Form of Depositary Receipt | |
4.8* | Form of Warrant | |
4.9 | Form of Common Stock Certificate of Community Health Systems, Inc. (incorporated by reference to Exhibit 4.1 to Community Health Systems, Inc.’s Registration Statement on Form S-1 (No. 333-37190)) | |
4.10* | Form of Preferred Stock Certificate of Community Health Systems, Inc. | |
5.1** | Opinion of Kirkland & Ellis LLP | |
5.2 | Opinion of Bradley Arant Boult Cummings LLP (Alabama law) | |
5.3 | Opinion of Kutak Rock LLP (Arkansas law) | |
5.4 | Opinion of Snell & Wilmer L.L.P. (Arizona law) | |
5.5 | Opinion of King & Spalding LLP (Georgia law) | |
5.6 | Opinion of Bingham Greenbaum Doll LLP (Indiana, Kentucky and Ohio law) | |
5.7 | Opinion of Bradley Arant Boult Cummings LLP (Mississippi law) | |
5.8 | Opinion of Bradley Arant Boult Cummings LLP (North Carolina law) | |
5.9 | Opinion of Ballard Spahr LLP (New Jersey law) | |
5.10 | Opinion of Modrall, Sperling, Roehl, Harris & Sisk, P.A. (New Mexico law) | |
5.11 | Opinion of Lionel Sawyer & Collins (Nevada law) | |
5.12 | Opinion of McAfee & Taft (Oklahoma law) | |
5.13 | Opinion of Ballard Spahr LLP (Pennsylvania law) | |
5.14 | Opinion of Parker Poe Adams & Bernstein LLP for QHG of South Carolina, Inc. (South Carolina law) | |
5.15 | Opinion of Parker Poe Adams & Bernstein LLP for QHG of Spartanburg, Inc. (South Carolina law) | |
5.16 | Opinion of Bradley Arant Boult Cummings LLP (Tennessee law) | |
5.17 | Opinion of Liechty & McGinnis, LLP (Texas law) | |
5.18 | Opinion of Ballard Spahr LLP (Utah law) | |
5.19 | Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Emporia Hospital Corporation (Virginia law) | |
5.20 | Opinion of Steptoe & Johnson LLP (West Virginia law) | |
5.21 | Opinion of Crowley Fleck PLLP (Wyoming law) |
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Exhibit | Description | |
5.22 | Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Franklin Hospital Corporation (Virginia law) | |
5.23 | Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Virginia Hospital Corporation (Virginia law) | |
12.1 | Computation of Ratio of Earnings to Fixed Charges | |
23.1 | Consent of Deloitte & Touche LLP | |
23.2 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1) | |
23.3 | Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.2) | |
23.4 | Consent of Kutak Rock LLP (included in Exhibit 5.3) | |
23.5 | Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.4) | |
23.6 | Consent of Opinion of King & Spalding LLP (included in Exhibit 5.5) | |
23.7 | Consent of Bingham Greenbaum Doll LLP (included in Exhibit 5.6) | |
23.8 | Consent of Bradley Arant Boult Cummings LLP (Mississippi law opinion) (included in Exhibit 5.7) | |
23.9 | Consent of Bradley Arant Boult Cummings LLP (North Carolina law opinion) (included in Exhibit 5.8) | |
23.10 | Consent of Ballard Spahr LLP (New Jersey law opinion) (included in Exhibit 5.9) | |
23.11 | Consent of Modrall, Sperling, Roehl, Harris & Sisk, P.A. (included in Exhibit 5.10) | |
23.12 | Consent of Lionel Sawyer & Collins (included in Exhibit 5.11) | |
23.13 | Consent of McAfee & Taft (included in Exhibit 5.12) | |
23.14 | Consent of Ballard Spahr LLP (Pennsylvania law opinion) (included in Exhibit 5.13) | |
23.15 | Consent of Parker Poe Adams & Bernstein LLP (QHG of South Carolina, Inc. opinion) (included in Exhibit 5.14) | |
23.16 | Consent of Parker Poe Adams & Bernstein LLP (QHG of Spartanburg, Inc. opinion) (included in Exhibit 5.15) | |
23.17 | Consent of Bradley Arant Boult Cummings LLP (Tennessee law opinion) (included in Exhibit 5.16) | |
23.18 | Consent of Liechty & McGinnis, LLP (included in Exhibit 5.17) | |
23.19 | Consent of Ballard Spahr LLP (Utah law opinion) (included in Exhibit 5.18) | |
23.20 | Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Emporia Hospital Corporation opinion) (included in Exhibit 5.19) | |
23.21 | Consent of Steptoe & Johnson LLP (included in Exhibit 5.20) | |
23.22 | Consent of Crowley Fleck PLLP (included in Exhibit 5.21) | |
23.23 | Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Franklin Hospital Corporation opinion) (included in Exhibit 5.22) | |
23.24 | Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Virginia Hospital Corporation opinion) (included in Exhibit 5.23) | |
24.1 | Power of Attorney (included in the signature pages hereto) | |
25.1 | Statement of Eligibility of Trustee on Form T-1 for senior indenture | |
25.2* | Statement of Eligibility of Trustee on Form T-1 for subordinated indenture |
* | To be filed by amendment or as an exhibit with a subsequent Current Report on Form 8-K in connection with a specific offering. |
** | Filed herewith. |
II-31